[Free
translation into English of an Hebrew Original Document]


 





Services
Agreement


 


Which
was prepared and signed on June ___, 2018


 


	By
    and Between 	 	Novomic
    Ltd.	 	 
	 	 	Private
    Company 514243351	 	 
	 	 	 	 	 
	 	 	Of
    23 HaMelacha Street, Rosh Ha’ayin	 	 
	 	 	 	 	 
	 	 	(the
    “Company”) 	 	on
    the one hand;
	 	 	 	 	 
	And
    	 	Doron
    Biran	 	 
	 	 	Authorized
    Dealer 022062897	 	 
	 	 	 	 	 
	 	 	Of
    22 Nahal Ga’aton Street, Modi’in	 	 
	 	 	 	 	 
	 	 	(the
    “Service Provider”) 	 	on
    the other hand;


 


	WHEREAS	the
                                         Service Provider deals, among other things, with the provision of management and consulting
                                         services;



 


	WHEREAS	the
                                         Company is interested in receiving from the Service Provider, as an independent contractor,
                                         management and consulting services in the capacity of CEO of the Company and the parent
                                         company of the Company, TechCare Corp., and the Service Provider wishes to provide such
                                         services to the Company and to serve in the said capacity as an independent contractor,
                                         all as detailed in this Agreement below; and



 


	WHEREAS	the
                                         Parties wish to define and regulate their mutual rights and obligations in all matters
                                         related to the engagement between them, all in accordance with and subject to the provisions
                                         of this Agreement.



 


NOW
THEREFORE, the parties agree as follows:


 


	1.	Introduction
                                         and Interpretation



 


		1.1.	The
                                         preamble to this Agreement and the appendices attached thereto constitute an integral
                                         part thereof.



 


		1.2.	The
                                         headings of this Agreement are for convenience and orientation purposes only and should
                                         not be given any interpretative meaning.



 


	2.	Engagement



 


		2.1.	The
                                         Service Provider will serve as chief executive officer of the Company and will provide
                                         management and consulting services to the Company in accordance with the instructions
                                         of the Chairman of the Board of Directors of the Company from time to time (the “Services”),
                                         in the scope of a full-time position (100%).



 




    	 	 	 



    	[Free translation into English of an Hebrew Original Document]



    

 


		2.2.	The
                                         Service Provider will report to the Company regarding the Services and their progress,
                                         in the format and frequency that will be agreed upon between the Company and the Service
                                         Provider.



 


	3.	Declarations
                                         and Undertakings by the Service Provider



 


The
Service Provider hereby declares and undertakes as follows:


 


		3.1.	He
                                         has the knowledge, ability, expertise, skills, means and experience necessary to provide
                                         the Services and perform his remaining obligations under this Agreement, in full and
                                         in a timely manner, and at a high professional level.



 


		3.2.	He
                                         shall invest his time, energy, skills and efforts in the provision of the Services and
                                         shall perform them faithfully, expertly, meticulously, cautiously and at a high professional
                                         level, all in accordance with the provisions of this Agreement.



 


		3.3.	He
                                         is not subject to any impediment by law and/or agreement and/or otherwise to entering
                                         into this Agreement and/or to perform all of his obligations pursuant to it in full and
                                         in a timely manner.



 


	4.	Consideration



 


		4.1.	In
                                         return for provision of Services and performance of his remaining obligations under this
                                         Agreement in full and in a timely manner, the Service Provider shall be entitled to the
                                         consideration set forth in Schedule A to this Agreement.



 


		4.2.	Except
                                         as set forth in this Agreement, the Service Provider shall not receive any consideration
                                         and/or payment of any kind and/or type whatsoever and/or from any third party, directly
                                         or indirectly, in all matters relating to and/or concerned with the Services he provides
                                         to the Company.



 


	5.	Term
                                         and Termination



 


		5.1.	The
                                         term of this Agreement shall commence on July 16, 2018 and shall continue for an indefinite
                                         period.



 


		5.2.	Notwithstanding
                                         the aforementioned in Section 5.1 above, each party shall be entitled to cancel this
                                         Agreement and terminate it as per the law, for any reason, by written notice of 30 (thirty)
                                         days in advance in the first six months of the engagement, 60 (sixty) days during the
                                         next 18 months of the engagement and 90 (ninety) days in advance from the third year
                                         of the engagement and onwards.



 


		5.3.	Notwithstanding
                                         the aforementioned in Sections 5.1 and 5.2 above, the Company shall be entitled to cancel
                                         this Agreement and terminate it immediately as per the law, in the event that the Service
                                         Provider has performed an act for which the Company would have been entitled to terminate
                                         his employment, had the Service Provider been an employee of the Company, under such
                                         circumstances that would negate an employee’s rights to severance pay under law.



 




    	 	 	 



    	[Free translation into English of an Hebrew Original Document]



    

 


		5.4.	It
                                         is hereby clarified that in any case of termination or cancellation of this Agreement:
                                         (A) The Company shall pay the Service Provider the consideration due to him in accordance
                                         with the Services rendered by him until the date of such termination and/or cancellation;
                                         (B) Company shall be entitled to provide the continuation of the performance of the Services
                                         to another and to use without limitation the results of the Services and their products
                                         preformed up until such date by the Service Provider, and they shall be the property
                                         of the Company; (C) The Service Provider shall cooperate with the Company in order to
                                         transfer any matter related to this Agreement and to the Services provided to the Company
                                         and/or to whom he shall direct, in a professional and orderly manner; (D) The Service
                                         Provider shall immediately return to the Company any documents and/or other documentation
                                         of the Company which he received and/or any document or object containing confidential
                                         information (as defined below).



 


	6.	Relationships
                                         of Parties



 


		6.1.	It
                                         is hereby agreed and clarified that the Service Provider is an independent contractor
                                         to perform all of his obligations under this Agreement and shall be responsible for any
                                         act and/or omission of his and/or anyone acting on his behalf. No employer-employee relations,
                                         agency relations, representation, dealership or any other relationship other than those
                                         of provider and recipient of services, exist or shall exist, between the parties to this
                                         Agreement, including anyone acting on their behalf and/or by virtue of them.



 


No
right of supervision and/or tracking held by the Company shall deem the parties to have employer-employee relations and it is
clarified that the absence of such relations is one of the fundamentals of this Agreement and that the Company would not have
contracted with the Service Provider in this Agreement without such express and agreed determination.


 


		6.2.	The
                                         Service Provider shall be responsible for reporting and paying taxes and compulsory payments
                                         (including healthcare tax, national insurance, and the like) applicable to him, all in
                                         accordance with and subject to the provisions of the law.



 


	7.	Duty
                                         of Restitution in the Event of a Contradictory Claim as an “Employee”



 


		7.1.	It
                                         is hereby agreed that the consideration agreed upon by the Company and the Service Provider
                                         in this Agreement was determined taking into account that the Service Provider is not
                                         defined as an “employee” for all intents and purposes and for the purposes
                                         of any law, and that the Company will have no additional costs in respect of the engagement
                                         and/or termination of the engagement, between himself and the Service Provider, including
                                         various social benefits (inclusive of annual vacation, recuperation pay, national insurance
                                         payments, benefits, severance pay, education fund, and the like).



 


		7.2.	Therefore,
                                         if it is determined by a Labor Court or another authorized party, at the request of the
                                         Service Provider and/or any other entity that is not related to the Company, that the
                                         Service Provider has provided his services to the Company as an “employee”
                                         despite the statements in this Agreement and despite the parties’ conscious consent,
                                         and therefore the Service Provider deserves various conditions and/or social benefits
                                         like an employee, then the parties agree that the monthly salary that the Service Provider
                                         would be due is 60% (sixty percent) of the Retainer (the “Agreed Salary as an
                                         Employee”).



 




    	 	 	 



    	[Free translation into English of an Hebrew Original Document]



    

 


		7.3.	In
                                         such a case, the Service Provider shall be obliged to reimburse the Company with all
                                         excess payments received by the Service Provider from the Company above the Agreed Salary
                                         as an Employee (the “Excess Amount”) on the day on which a claim and/or
                                         suit that contradict this Agreement are filed, whereby it is claimed that the Service
                                         Provider was, or is, an employee of the Company, retroactively in respect of the entire
                                         period of the engagement between the Service Provider and the Company under this Agreement.



 


The
entire Excess Amount that the Service Provider will be required to repay, as stated above, will bear interest and linkage to the
Consumer Price Index known on the date of payment to the Service Provider, compared to the known index on the day the amount is
returned to the Company.


 


		7.4.	The
                                         Company shall be entitled to offset the aforesaid Excess Amount against any amount due
                                         to the Service Provider under this Agreement in accordance with a decision of the Court
                                         or the authorized entity, without derogating from the rights of the Company to receive
                                         from the Service Provider the balance of the sums due to him.



 


	8.	Confidentiality,
                                         Non-Competition, Non-Solicitation and Intellectual Property



 


Upon
signing this Agreement, the Service Provider shall sign an annex of confidentiality, non-competition, non-solicitation and intellectual
property attached hereto as Schedule B to this Agreement.


 


	9.	Miscellaneous



 


		9.1.	The
                                         terms of this Agreement form and express the entire relationship, rights, obligations
                                         and agreements between the parties. Upon the signing of this Agreement, all prior engagements,
                                         promises, agreements, representations, drafts and prior undertakings made between the
                                         parties (if and to the extent that such were made) prior to the date of signing this
                                         Agreement, whether orally or in writing or otherwise, are null and void. Any addition
                                         to this Agreement and/or change of any of its provisions will be invalid unless they
                                         have been made in writing and signed by both parties.



 


		9.2.	Omission,
                                         delay or waiver by either party in the exercise of any of its rights under this Agreement
                                         shall not be deemed to be a waiver, prevention, consent or notification on its part and
                                         it may exercise its rights under this Agreement at any time without being prevented from
                                         doing so. The aforesaid does not derogate from the provisions of any law.



 


		9.3.	In
                                         the event that a competent authority determines that any provision of this Agreement
                                         is invalid, unlawful or unenforceable or subject to limitation, this shall not result
                                         in the invalidity of the other provisions of this Agreement and/or affect their validity,
                                         legality or the enforceability of the remaining provisions of this Agreement.



 


		9.4.	The
                                         substantive law of the State of Israel shall apply to the provisions of this Agreement,
                                         their performance and interpretation and the Labor Court in Tel Aviv-Jaffa shall have
                                         singular and exclusive jurisdiction in any case of dispute or differences of opinion
                                         between the parties in any matter relating to this Agreement and/or in connection thereto.



 


		9.5.	Any
                                         notice sent to either party by the counter party in accordance with the addresses specified
                                         in the preamble to this Agreement shall be deemed to have been received: (a) 5 (five)
                                         days later - if it were sent by registered mail; (b) the next day - if it were sent via
                                         facsimile or by e-mail; (c) on the same day - if delivered by personal delivery.



 


IN
WITNESS WHEREOF, the parties have signed this Agreement as of the date hereof.


 


	 	 	 
	Novomic
    Ltd. 	 	_________________
	(The
    Company)	 	(The
    Service Provider)


 




    	 	 	 



    	[Free translation into English of an Hebrew Original Document]



    

 


Schedule
A


 


Consideration


 


For
the provision of Services to the Company pursuant to the provisions of this Agreement, the Service Provider shall be entitled
to the consideration specified below:


 


	1.	Retainer
                                         - monthly retainer in the amount of NIS 52,000 (fifty two thousand) plus VAT
                                         (the “Retainer”) which will be paid to the Service Provider every
                                         10th day of each month, against a lawful tax invoice.



 


Upon
completion of a $1,000,000 financing round by the Company (a process that the company is currently in), the Retainer shall be
raised to a monthly sum of NIS 65,000 (sixty five thousand) plus VAT to be paid to the Service Provider every 10th
day of each month, against a lawful tax invoice.


 


After
24 months from the date of commencement of this Agreement, the Service Provider shall transfer to the track of an employee
in the Company at a base salary of NIS 60,000 (sixty thousand) per month, and NIS 5,000 in respect of vehicle expenses
(including full grossing up of such expenses at the Company’s expense). The Service Provider shall be granted social contributions
for the base salary including executive insurance, pension fund, education fund and insurance for loss of earning capability.
The Service Provider will sign Section 14 with the Company upon his transition to the employee track in the Company.


 


In
the event of financing in the sum of $5,000,000 by the Company from the date of the signing of this Agreement and listing on the
NASDAQ, this transition shall be advanced and shall take place before the end of 24 months.


 


	2.	Mobile
                                         Phone



 


During
the period of his employment with the Company, the Company will provide the employee with a mobile telephone and a call and web-surfing
service, at its own expense.


 


	3.	Annual
                                         Vacation, Sick Leave and Reserve Duty



 


The
Service Provider shall be entitled to an annual vacation of 25 working days per year. Utilization of vacation days shall be in
coordination with the chairman of the Company’s board of directors. In addition, the Service Provider shall be entitled
to sick leave according to the law (including full payment from the first day of the sick leave) and to reserve duty remuneration
in accordance with the provisions of the law.


 


	4.	Reimbursement
                                         of Expenses



 


The
Company will reimburse the employee for reasonable expenses incurred by the employee in the performance of his duties, against
the presentation of receipts and in accordance with the Company’s policy.


 




    	 	 	 



    	[Free translation into English of an Hebrew Original Document]



    

 


	5.	Options



 


		5.1.	Subject
                                         to the approval of the Company’s Board of Directors, the Company will grant the
                                         Service Provider options for the purchase of ordinary shares of the Company’s parent
                                         company, TECHCARE CORP, which constitute as of now 3% (three percent) of the parent company’s
                                         share capital at the date of signing this Agreement. The options will be granted as ordinary-income
                                         options to a Service Provider.



 


		5.2.	The
                                         options will be subject to vesting over a period of 4 years commencing on June 11, 2018,
                                         subject to the continued provision of Services by the Service Provider to the Company,
                                         in accordance with the provisions of this Agreement, such that at the end of each year
                                         25% of the options or their relative share, will vest as aforesaid. However, without
                                         derogating from the foregoing, all the options will vest to be immediately exercised
                                         in the event of the sale of the Company’s parent company, TechCare Corp., in an
                                         amount exceeding $50,000,000 (fifty million US dollars) or will be merged or traded at
                                         a value of $50,000,000 provided that the Service Provider has provided Services to the
                                         Company for a period of more than 12 (twelve) months prior to the sale or merger of the
                                         parent company as aforesaid.



 


The
exercise price of the option shall be the volume weighted average price (VWAP) of the share on the stock exchange for a period
of 30 (thirty) days prior to the date of signing this Agreement, all subject to the approval of the Company’s Board of Directors
and to the provisions of the Company’s option plan


 


	6.	Annual
                                         Bonus - Upon the Company’s transition to an annual operating profit in
                                         a scope exceeding $1,000,000 (one million US dollars), the Service Provider will be entitled
                                         to a retroactive annual bonus for the relevant year, at a rate of up to 4 times his monthly
                                         Retainer during the past year, Subject to the approval of the Board of Directors, however,
                                         the aforesaid shall not derogate from the right of the Service Provider to any other
                                         consideration, including the granting of bonuses and other payments at the Company’s
                                         discretion and in accordance with the provisions of this Agreement, above and hereunder.



 


	7.	Financing
                                         Fee - If the Service Provider presents to the Company investors who will actually
                                         invest in the company and/or shall bring the Company a partial and/or full purchaser
                                         of its activity, the Service Provider will be entitled to a commission at a rate of 5%
                                         of the volume of the financing and/or the purchase and/or the actual investment from
                                         the investors/purchasers presented by him to the Company.



 


	8.	Insurances
                                         - Without derogating from the aforesaid, the Company will insure at its own expense
                                         the Service Provider and the Service Providers on his behalf with officer insurance,
                                         including in respect of all the required areas, including appropriate insurance in respect
                                         of product liability, securities, liability towards employees and service providers and
                                         more. Without derogating from the foregoing, the Company shall represent and indemnify
                                         the Service Provider in any expenses required for the purpose of handling and/or representation
                                         and/or otherwise in respect of any claims or demands against him in all matters related
                                         with the performance of his functions in the Company pursuant to the provisions of this
                                         Agreement.



 




    	 	 	 



    	[Free translation into English of an Hebrew Original Document]



    

 


Schedule
B


 


Confidentiality,
Non-Competition, Non-Solicitation and Intellectual Property Schedule


 


Dear


NOVOMIC
LTD.


(the
“Company”)


 


I,
the undersigned, ___________ (ID no. __________), hereby undertake conclusively, irrevocably and unconditionally towards
the Company as follows:


 


		1.	Confidentiality,
                                         Non-Competition and Non-Solicitation



 


		1.1.	I
                                         hereby declare and confirm that I am aware that the knowledge and information that has
                                         been and/or will be given to me and/or which I have obtained and/or which I will obtain
                                         and/or have come and/or which will come to my attention during the course of and/or due
                                         to providing Services in the Company in all matters related and/or connected to the Company,
                                         its business and operations, including, without derogating from the generality of the
                                         foregoing, any business, financial, professional, technical, technological, commercial
                                         and economic information and including information regarding its products, developments
                                         and inventions, its plans, procedures, customers, suppliers, marketing methods, and third
                                         party information that comes to the attention of the Company, whether marked as secret
                                         or not (all of the above hereinafter referred to as: “the Confidential Information”),
                                         is highly confidential and of great value to the Company, constitute professional and
                                         commercial secrets of the company, and disclosing them shall cause the company to incur
                                         heavy damages and losses.



 


		1.2.	I
                                         confirm that I am aware that as part of the provision of the Services to the Company,
                                         confidential third party information will be transferred to me and/or will come to my
                                         attention, which is part of the Confidential Information as aforesaid, and regarding
                                         which the Company is obligated to confidentially towards such third parties, and disclosing
                                         same shall cause the Company to breach its undertakings.



 


		1.3.	I
                                         undertake to keep the Confidential Information and any part thereof in strict secrecy,
                                         not to disclose it to another person(s) and not to allow it to be revealed to another
                                         person(s), and not to make any use thereof, directly or indirectly, both during and after
                                         my employment in the Company, indefinitely.



 


		1.4.	Without
                                         derogating from my obligations in my Agreement with the Company, and in addition to them,
                                         I hereby undertake that immediately upon the Company’s request or termination of
                                         my engagement with the Company, whichever is earlier, I shall return to the Company any
                                         document, object and the like that contain and/or have on them Confidential Information,
                                         and I shall delete any file in my possession that contains Confidential Information.



 




    	 	 	 



    	[Free translation into English of an Hebrew Original Document]



    

 


		1.5.	In
                                         light of the sensitivity and confidentiality of the information to which I am expected
                                         to be exposed and in order to protect the legitimate interests of the Company, I undertake
                                         that:



 


		(A)	During
                                         the period of my engagement with the Company and during a period of 6 (six) months after
                                         termination of my engagement with the Company, for any reason, I shall not engage in
                                         any occupation, directly or indirectly, in any activities that may compete directly with
                                         the Company or its business, in the country or abroad, in the relevant fields of health,
                                         beauty and quality of life, including by way of work and/or contact with any of the companies
                                         competing in this field (including related companies).



 


		(B)	I
                                         shall not solicit any person or entity which, on the date of termination of the services
                                         rendered by me to the Company between me and the Company, or for a period of 6 (six)
                                         months prior to that, was in business relations with the Company, including employees,
                                         customers, suppliers, service providers, consultants, contractors, etc. (the “Third
                                         Party”), and I shall not take any action that interferes with the Company’s
                                         relations with such a Third Party, or that would dissuade it from engaging with the Company
                                         or from continuing the engagement with the Company, in whole or in part, and all whether
                                         directly or indirectly.



 


		1.6.	I
                                         hereby declare and acknowledge that the consideration in my Services Agreement with the
                                         Company embodies within it a special consideration in respect of my commitment to non-competition
                                         as stated above and constitutes a full and appropriate remuneration in respect of this
                                         undertaking.



 


In
this section above:


 


“Occupation”
- including an act or occupation as an employee, consultant, contractor, service provider, shareholder, partner, manager of any
entity or person, etc., except for - solely holding up to 5% (five percent) in the shares of a non traded company and up to 3%
(three percent) in a traded company.


 


“Company”
- the Company as well as any parent company, subsidiary or affiliated company that the Company has and/or shall have.


 


		2.	Intellectual
                                         Property



 


		2.1	Without
                                         derogating from the rights of the Company under any law or under my Services Agreement
                                         with it, I conclusively, unconditionally and irrevocably declare and warrant that all
                                         of the discoveries, ideas, developments, inventions (whether or not they are eligible
                                         to be patented), “Service Patents” (as defined in the Patents Law, 5727-1967
                                         (the “Patents Law”), the copyright, the methods, the plans, the data,
                                         the processes, the technologies, the drawings, the specifications, the documentation,
                                         the drawings, etc. (the “Developments and Inventions”), which I have
                                         discovered and/or shall discover, developed and/or shall develop, invented and/or shall
                                         invent, created and/or shall create, conceived and/or shall conceive, in the framework
                                         of the provision of services to the Company and/or by means of the Company’s property,
                                         whether alone or together with others, are the sole and complete property of the Company,
                                         and I shall not have any rights in connection therewith. For the avoidance of doubt,
                                         it is hereby clarified, that I shall not be entitled to any consideration whatsoever
                                         of any kind in respect of the Developments and Inventions. I further agree that in the
                                         event that formal or additional action is required on my part, in connection with the
                                         Developments and Inventions, etc., for the purpose of fulfilling my aforementioned undertaking
                                         and consent, including for the purpose of a formal transfer of title to Developments
                                         and Inventions to the Company, such as assignment of rights to any such Developments
                                         and Inventions etc., I shall perform such action immediately upon the Company’s
                                         demand.



 




    	 	 	 



    	[Free translation into English of an Hebrew Original Document]



    

 


		2.2	I
                                         undertake to disclose and transmit to the Company any information and details in connection
                                         with the Developments and Inventions, and to assist the Company, at its own expense,
                                         to do all that is necessary in order to register patents, designs, copyrights and any
                                         other proprietary right related to the Developments and Inventions, in the Company’s
                                         name anywhere in the world, and to assist it, to the best of my ability, in protecting
                                         these rights.



 


		2.3	It
                                         is clarified, that the Service Provider hereby conclusively and irrevocably waives all
                                         economic rights to the Developments and Inventions, including (without derogating from
                                         the generality of the foregoing), in connection with all patent and/or royalties rights
                                         in respect of the “Service Inventions” under Section 134 of the Patents Law,
                                         in all matters concerned or relating to the Developments and Inventions that are assigned
                                         to the Company.



 


		3.	In
                                         the event that the scope or period of one or more of my undertakings in this Schedule
                                         is determined to exceed the scope and/or the period permitted by the law, then such undertaking
                                         shall be deemed as though the maximum scope and/or period permitted by law are specified
                                         in it.



 


		4.	I
                                         declare and confirm that I am aware of the fact that a breach of my foregoing undertakings,
                                         or any part thereof, may cause the Company, its customers, and the companies, corporations
                                         and/or the entities related to them, very serious and irreversible damages, for which
                                         a monetary compensation shall not constitute an appropriate remedy and relief, and therefore,
                                         without derogating from any other remedy by law, including, without limitation, according
                                         to the Commercial Torts Law, 5759-1999, I am aware that in the event of breach of any
                                         of my undertakings under this letter of undertaking, the Company may apply to the competent
                                         court to issue temporary injunctions and/or other temporary orders in order to prevent
                                         and/or stop the breach.



 


		5.	For
                                         the avoidance of doubt, I hereby declare and confirm that my undertakings under this
                                         Schedule shall apply also after the termination of my engagement with the Company, for
                                         any reason, for the periods specified therein.



 


	Date:
    	 	 	Signature
    of Service Provider: